WILLIS TOWERS WATSON PLC 8-K

What Happened

• Willis North America Inc. (a WTW subsidiary) completed a public offering on December 22, 2025 of $700 million of 4.550% Senior Notes due March 15, 2031 and $300 million of 5.150% Senior Notes due March 15, 2036.
• The Notes are fully and unconditionally guaranteed by Willis Towers Watson plc (the Parent) and certain subsidiaries. Interest accrues from December 22, 2025 and is payable in cash March 15 and September 15 each year, beginning September 15, 2026. The offering was made under a Form S-3 registration statement and issued under the base indenture and a Ninth Supplemental Indenture dated December 22, 2025. Net proceeds are approximately $990 million.

Key Details

• Amounts & coupons: $700M at 4.550% (due 2031); $300M at 5.150% (due 2036).
• Intended use of proceeds: If the previously announced Newfront acquisition closes, proceeds (plus other funds) will be used to (i) pay acquisition consideration and related costs and (ii) repay $550M aggregate principal of the 4.400% senior notes due 2026 (repaying that issue in full). If the acquisition does not close, proceeds (with cash on hand) will repay the 2026 notes in full and trigger a special mandatory redemption of the 2036 Notes; any remaining proceeds for general corporate purposes.
• Ranking: The Notes are senior unsecured obligations, equal in right of payment to existing and future unsecured senior debt and effectively subordinated to secured debt to the extent of secured assets.
• Legal: Opinions of counsel regarding validity and guarantees were filed as exhibits to the Form 8‑K.

Why It Matters

• This transaction raises about $1.0B (net ≈ $990M) and is structured to refinance a large maturing note due in 2026 and/or fund the planned Newfront acquisition — both outcomes affect WTW’s near-term leverage and cash needs.
• Investors should note the new interest costs (4.55% and 5.15%) and that the notes are unsecured senior debt that rank equally with other senior unsecured obligations but are behind any secured creditors.
• The filing (Form 8‑K dated Dec 22, 2025) provides the supplemental indenture and counsel opinions for additional legal and structural detail.